Completion of acquisition

RNS Number : 9960R

San Leon Energy PLC

11 November 2011

 



Not for distribution or release in or into the United States, Australia, Russia, South Africa or Japan

11 November 2011

San Leon Energy plc

San Leon Energy plc Announces the Completion of the Acquisition of Realm Energy International Corporation

London, United Kingdom November 11, 2011 - San Leon Energy plc ("San Leon") (AIM:SLE) is pleased to announce that the previously announced acquisition of all of the issued and outstanding common shares of Realm Energy International Corporation ("Realm Energy") (TSX-V:RLM) by San Leon pursuant to a plan of arrangement (the "Arrangement") has been completed.

Under the terms of the Arrangement, shareholders of Realm Energy received for each Realm Energy share held, at their election and subject to pro-ration:

(a)  C$1.30 in cash;

(b)  3.3 ordinary shares in the capital of San Leon (each, a "San Leon Share") or 3.3 exchangeable shares (each, an "Exchangeable Share") in the capital of an indirect Canadian subsidiary of San Leon ("Exchangeco") together with the associated ancillary rights; or

(c)  a combination thereof;

subject to a maximum of C$17.7 million in cash (subject to adjustment) being paid to Realm Energy shareholders in the aggregate, in exchange for the aggregate number of Realm Energy shares in respect of which such an election is made. As a result of certain Realm Energy shareholders exercising rights of dissent under Canadian law, the cash available was adjusted to a maximum of approximately C$14.0 million.

Realm Energy shareholders elected to receive cash greater than the maximum amount of cash available to Realm Energy shareholders pursuant to the Arrangement.  Accordingly, as a result of pro-rationing and the exercise of rights of dissent by certain Realm Energy shareholders, Realm Energy shareholders who elected cash will receive approximately 12.68% of the amount of cash they elected to receive.  In addition to the cash consideration paid to Realm Energy shareholders, San Leon issued 284,084,336 San Leon Shares and Exchangeco issued 41,292,848 Exchangeable Shares to Realm Energy shareholders under the Arrangement.  Realm Energy's shares were delisted from the TSX Venture Exchange effective at the close of business on November 10, 2011.

Further information for Realm Energy shareholders in relation to, inter alia, share certificates, transfers by Realm Energy shareholders of San Leon Shares and related tax matters will be made available on San Leon's website at www.sanleonenergy.com.

For further information contact

San Leon Energy plc                                             tel: [phone]

Oisin Fanning

Executive Chairman

Arbuthnot Securities (Nominated Adviser)             tel: [phone]

Antonio Bossi

Richard Johnson

Macquarie Capital (Europe) Limited                     tel: [phone]

Paul Connolly

John Dwyer

College Hill Associates                                          tel: [phone]

Nick Elwes

About San Leon

San Leon is an independent oil and gas exploration and production company listed on AIM (ticker symbol: SLE). San Leon holds exploration assets in Poland, Morocco, Albania, Ireland, Italy, Spain and Germany and is in the process of acquiring additional petroleum and natural gas rights in other European basins. San Leon's focus is on both shale and conventional exploration across its portfolio.

Forward-Looking Statements:  This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws.  The use of any of the words "expect", "anticipate", "may", "will", "should", "believe", and similar expressions are intended to identify forward-looking information or statements.  This press release contains forward-looking statements and information concerning the eligibility for deposit into CDS, the anticipated timing for issuance of physical certificates representing San Leon Shares and Exchangeable Shares and the potential delays involved in trading San Leon Shares outside the CREST system.. San Leon has provided these statements in reliance on certain assumptions that they believe are reasonable at this time, but there can be no assurance that such statements will be correct.. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release concerning these statements. Readers are cautioned that the foregoing list of factors is not exhaustive.  The forward-looking statements and information contained in this press release are made as of the date hereof and San Leon undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

 

END

 

 

ACQLLFSDLRLLLIL